21:22:47 EDT Fri 19 Apr 2024
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or Name
USA
CA



North American Nickel Inc (2)
Symbol NAN
Shares Issued 133,955,745
Close 2022-02-16 C$ 0.58
Market Cap C$ 77,694,332
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North American Nickel closes RTO; changes name, symbol

2022-08-03 17:43 ET - News Release

Mr. Keith Morrison reports

PREMIUM NICKEL RESOURCES COMPLETES "GO PUBLIC" TRANSACTION; CLOSES REVERSE TAKEOVER TRANSACTION

Premium Nickel Resources Ltd. (formerly, North American Nickel Inc.) has closed its previously announced reverse takeover transaction. Following the closing of the RTO transaction, the common shares of Premium Nickel are expected to be listed for trading as soon as next week on the TSX Venture Exchange under the symbol PNRL.

Closing of RTO transaction

Earlier today, Premium Nickel completed its previously announced RTO transaction, whereby Premium Nickel Resources Corp. and 1000178269 Ontario Inc., a wholly owned subsidiary of the corporation, amalgamated by way of a triangular amalgamation under the Business Corporations Act (Ontario). As a consequence of the amalgamation, among other things, the shares of PNR were exchanged on the basis of 1.054 common shares of the corporation for each common share of PNR outstanding immediately prior to the amalgamation, which resulted in a reverse takeover of the corporation by PNR pursuant to the policies of the exchange.

Further details regarding the RTO transaction and the amalgamation are set out in: (i) the management information circular of Premium Nickel dated May 16, 2022; and (ii) the Form 3D2 (Information Required in a Filing Statement for a Reverse Takeover or Change of Business) of Premium Nickel dated July 22, 2022, both of which are available on SEDAR under the corporation's issuer profile.

Conversion of subscription receipts

On Aug. 3, 2022, upon satisfaction of the escrow release condition, 4,223,600 subscription receipts of the corporation, which were issued on April 28, 2022, pursuant to a brokered private placement of the corporation at a price of $2.40 per subscription (in each case, on a postconsolidation basis) for gross proceeds of approximately $10.1-million, were converted into 4,223,600 common shares of the corporation, and the net subscription proceeds were released from escrow and delivered to the corporation.

Management and board reconstitution

Effective upon closing of the RTO transaction, the board of directors of the corporation was reconstituted to consist of: Charles Riopel (chair), John Chisholm, John Hick, Sheldon Inwentash, Keith Morrison, Sean Whiteford and William O'Reilly.

Effective upon closing of the RTO transaction, management of the corporation was reconstituted to consist of: Mr. Morrison (chief executive officer), Mark Fedikow (president) and Sarah Zhu (chief financial officer and corporate secretary), and a further technical team consisted of Sharon Taylor (chief geophysicist) and Peter Lightfoot (consulting chief geologist).

Other corporate updates

In connection with, and prior to the closing of, the RTO transaction:

  • The corporation consolidated its common shares on the basis of one postconsolidation common share for every five preconsolidation common shares.
  • The corporation continued from the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario).
  • The corporation changed its name from North American Nickel Inc. to Premium Nickel Resources Ltd.

Advisers

In connection with the RTO transaction, Bennett Jones LLP acted as legal counsel to the corporation, Blake, Cassels & Graydon LLP acted as legal counsel to the special committee of the corporation, Moran Professional Corp. acted as legal counsel to PNR, Davies Ward Phillips & Vineberg LLP acted as legal counsel to the special committee of PNR and McCarthy Tetrault LLP acted as legal counsel to the agents under the subscription receipt financing of the corporation.

About Premium Nickel Resources Ltd.

Premium Nickel is a Canadian company dedicated to the exploration and development of high-quality nickel-copper-cobalt resources. Premium Nickel believes that the medium- to long-term demand for these metals will continue to grow through global urbanization and the increasing replacement of internal combustion engines with electric motors. Importantly, these metals are key to a low-carbon future.

Premium Nickel maintains a skilled team with strong financial, technical and operational expertise to take an asset from discovery to exploration to mining.

Premium Nickel has focused its efforts on discovering world-class nickel sulphide assets in jurisdictions with rule of law that fit strict criteria that comply with Premium Nickel's values and principles which stand up and surpass the highest acceptable industry standards. Premium Nickel is committed to governance through transparent accountability and open communication within its team and its stakeholders.

On Jan. 31, 2022, Premium Nickel closed the acquisition of Premium Nickel's flagship asset, the Selebi mine. The Selebi mine includes two shafts (the Selebi and Selebi North shafts) and related infrastructure (rail, power and water). Shaft sinking and plant construction started in 1970. Mining concluded in October, 2016, when the operations were placed on care and maintenance due to a failure in the separate and off-site processing facility. The Selebi mine was subsequently placed under liquidation in 2017.

The proposed work plan for the Selebi mine includes diamond drilling, which is expected to be continuing for up to 18 months. During that time, additional metallurgical samples will be collected and sent for more detailed studies. The underground infrastructure at Selebi North will be upgraded to support an underground drilling program, as well as improve health and safety.

In addition, Premium Nickel is evaluating direct and indirect nickel asset acquisition opportunities globally, and also: (i) holds a 100-per-cent interest in the Maniitsoq property in Greenland, which is a camp-scale permitted exploration project comprising 3,048 square kilometres covering numerous high-grade nickel-copper plus cobalt-sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland norite belt; (ii) holds a 100-per-cent interest in the Post Creek/Halcyon property in Sudbury, Ont., which is strategically located adjacent to the past-producing Podolsky copper-nickel-precious-metal sulphide deposit of KGHM International Ltd.; (iii) holds a 100-per-cent ownership of property near the southern extent of the Lingman Lake greenstone belt in Northwestern Ontario known as Lingman nickel and in the Quetico region near Thunder Bay, Ont.; and (iv) is expanding its area of exploration interest into Morocco.

We seek Safe Harbor.

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